test tt test. >> rose: welcome the broadct. tonight weontinue our vacation schedule with a look back at people who've come to our table in theast year t talk abo their work and their life. weall it "movie stars genuine vie stars. they are lnardo dicaprio. >> everything seem more real. the guys in the uniforms, the snow othe field, the trees and all of ... all of us just walking. i mean, i was scared, of course, but i jus kept thinkg thiss it, you know? this is the truth. >> rose: brad pitt. >> i finally caughtup with you, charlie. >> wait.

want to rember us just as we are now. >>. >> rose: andeorge cloey. >> what do you need, karen, lay it on me? you want a carry permit? you want a heads up an insider training suoena? i so out arthur for 80 gran and a three-ye contract and u're going to kill me. rose: and hour of real movie stars, next. captioning sponsored b rose communitions

from our studios in new york city, this is arlie rose. >> rose: joining me now, ke winslet and leardo dicaprio. 11ears ago they start together i james cameron's blockbuster "tan nick." that film grossed more than $1.billion. since then, they have earned a combined eig oscar nominations. now these two friends rnite in "revolutionary road. it's directed by sam mdes, kate'susband. i am pleased to have leonardo dicaprio and kate winslet back at this tle. welcome. >> thank you, sir for having us. >> thank you very ch. >> rose: why did it take 11 years for you two to get back together? >>ell, it was o of the first ings about the screenplay which i immediately said why i really cannot wait to dohose sequences wi kate. because en you delop a sort of... you know, friendship wit mebody over the years, there's just a trust factor there. we both knowhat we have the best intentions for each other, but we ao know that wecan sort of push eather's

limits. and there's probly no her actress t there that i would feel a coortable sort of attacking and i know she could give every bit of it rht back to me. so it's a... i kept saying during theroduction of the filmi can't wai for these sequences." and so mh of the movie was abt what was left unsd between two people. and sam ally set this movieup li a stage play. almost like... we werekind of ving these people's lives out. i don't know, that was great release, so to speak >> and for me...ou know just to continue with that thought, you know, for me as an actress working alongside my wonderful friend over there.... >>ose: who wants test you limits. >> butt was some of the most exciti acting i've ever seen in my life. iteally, really was. d being there for leo in the off camera during those very difficult heightened emotial scenes during thtwo of usit was diffult for me not to cry just becse it was rely upsetting fome to seeim go to that place and to b so moved

by what he was doing and also to see him literally do things with his face and as an actorhat i have never seen h do before in any of his performances oras a human being. and i remember saying.... >> rose: wow! >> i said "seriously, you did things wh your face that you've honestly never done before and i'm vy freaked out and have to go sit dn." t it was exciting for us jus explore the endless possibilitie and, you kn, i think that's why it's easy for us to talk about. >> rose: does what she'saying resonate with you? >> i have to be honest anday i never know. just... i think we both share the same st of need to do a good job. we want to do thebest... give the bestossible performances that we can. we wor very hard at whatwe do. but whatever suspendshat disbelief for audience, whatever makes anudience member feel like,h, ielieve that, and a those factors that are invoed, i have... i'm

still yet to gure out. because that formu is something th is intangible. you neve quite know what will be off puttingowards people. and i've never really disvered that. you just look for the best ssible.... >> ros but is part of the goa you're reaching r is to me th character believable? >> absolutely,eah. >> rose: they see nothing but the characte >> well, all you esstially do... all the research that y do beforehand, all the convertions that you have, all the rehearsal, l the tnking abouthe changing of the lines, all thistuff is, you know, a desire to find some sortf emotional truth within at character. d that's all you consistently do 24 hours a day when you're working. i mean, th's it. so it's sort of... like i said it's aormula that i don't think anyone truly undstands. because when i see a movie there could be one of 2,000 factors that make me say "oh, i'm watching movie." i n't have thatuspension of disbief.

i can't sit ere for two hours and say i can't forget that element ofhat film. and it cou be a piece of s decoration, it cld be a piece of terble acting terble directin you know, it could be a combination of anythg. or the stoline as a whole or what one character does. who knows. th's what we're consttly attempting to do as actors or people in thisndustry, is to try find that one little gem where that chemistry is righ >> ros you know you c push her to her limits. what does that mean? >> again, i ve no idea. (laughr) >> rose: you just knowou enj it and itmakes you better. >> people use that term short hand, ishere a short hand between you two pele or do you guys... what it is is the ilitto know thati'm not going to insulthis person if tell them the truth. we talk about the material d i saythis scene sucks," i'm not going to insult her. or "you weren't tha great in conveying what i tnk you were trying to convey. or you were."

>> rose: you are or you're not ing to? >> we're abl to do tha we can take advantage that friendship. we really took advanta of the fa that we knowach other on such a... for such a long period of time, we ow we have the best intentionfor each other. we took advantage of that. >> re: here's the sense i have you don'do this often. asked frequently. i assume that you choose to do it when there's material that you feelpecial abo and that you like a lot andou want more people tknow about. >> that could be t case. that cld be the case,es. bumy attitude towards blicity in general has always been very bizae. i've nev quite... to me you know, i have heroes. i have great heroes from the past that i feltlways retained a level of mystery about their life. and that for me was all thrown out the window wn i did the film "titanic. so when i did that movie i realiz it was never quite the same. and i think that it's

fundamentally truly iortant r an actor to be abl to. li i was talking earlier to spend that disbeef. if you know way too many things intimately about specific human being,hey're not able to convey those charters realisticay to an audience. you feel le, oh, that's not him, hs just acting,hey're nothing like that. so, yes, i feel ke .. when there is specific material tha i feel serves this typ of forum, i do seize those moments. so youe right. >> couric: wt is it you mt nt us to know about frank? >> wt i love about frank is so often inhis this industry, like i was saying earlier, yore given characters that have some heroic element them something th defies the odds and this is somebody that is, like i sai a product of their environment. and just is a simple man.

you knowhat i mean? he's a simple man who wants a simple life at t end of the day an wants to be ld that he's a gd husband. and i found it immediately... i related to him immediately i really d. i relateto his angst immediately. it's hard fome to identify more with th characters that do defy the odds, the heroic peopl at risk their lifetimend time again to... with some vigila pursuit of justice. this is a n tha just ting to make things work. >>ose: why is it harr and harder to identify with t heroic becaus you... what? >> because i lead a life noere nearhat, my friend. mean, i go to these sets and i get jo and i research characters and i getaid money to be an actor. so, you know,t's... i me, there's obviously sometimes where you do just have an emotional connecti to somebody evenf your life isothing like him. i rember sitting heretalking with you about "the aviat" and howard hhes and i.... >> re: larger than life.

>> that was one ofhose characters in my lif where i felt like need to... i felt the connection with the man. i felt that i need to put this guy's life up on screen and it was something that took eight ars to sort of hone and get right. and the are... bu those things come few and r between. and ey come... ty're less and ss... those possibiliti arless and less, i think, in today's agof cinema. rlly... it's hard to me movies like that iteally is. >> rose: well, then that sort o relates to my questn about how do you see material likehis? >> not often. not often at all. and i think tre's going to be a wider gap betwee the sort of indendent genre of fm making and the bi budt sort of spectacle mies and the movies that are a hybrid of those two things tha have, you kno, real powerfulmotional oreep content in thethat are also... have some scope are goingo kind of dissolve away. i see that happening more and

more in the industry it's either like this is a regurgitation of films you've seen a thousand times that work and e sound for e sdios and this is what we're making or you could take a chance and do a ally low budget sma movie and see w it turns out. >> rose: and that's the gap tween either things? small budget fmsand see how it tns out or spectacular but nowherin between in wch you ar enhancing... a story that's worthelling. >> those types of mies are becoming fewnd far between, yes. >> ros is it possible th you uld take more risksn whatever way, back to even frank's character, to see that you, because of whatever levege and resource you he to makethose kind of movies? >>hat's what i'm trying do. (laughs) >> rose: youre. and hodo you try to do it? >> h do i try to do it? >> looking r property? looking for... >> everything at the end o the day when youe making a movie stts with the material andhow well written thecript is. i've never seen a silk purse

made from a sow's here. i've never seen it happen wherein a crap scriptith crap characters a director somow und a way to make a masterpiece out of it. that's the constt struggle that we all sort of have as actors is findi those gems. and that's whyeople grab on to them like vultures. wh you find a greatpiece of material or greascript, it's like you should see at happens it's lika piranha feeding fest. >> rose: (laughs) >> everyone wants it. >> rose: are you... well what why, then, did it take 11 years to make this movie? >> you know,it wasn't a huge... althgh this was a cultovel d way ahead o its time, it wasn one of those best-sellers. it was kind of those things a smalgroup of people kw how special this novel was and you know, thank god the people that re involved in owning material waited. >> rose: okay. but justelp me underand. how ny of these in which if th world... smart peopleike yo knewbout would be li piraas trying to get to it? are there four or fe pieces out there li that? do you have a..

>> i'm looking for one right now. >> rose: loong for one? >> actively looking for a good piece of material. >> rose: interesting. with all that you ha in a sense of clou you're looking r an intesting piece of terial. >> absutely. absolutely. an i think a lot of people will tell you t same thing. >> rose: i'm sure they wld. they do. >> it'sery difficult. i mean, i couldo on and on about it but it's just t simple truth. look at how manfilms have been ne. look at how many sjects have been taken on. you know, hopully as we progss into the future we'll see cinema sort of te different turns and i'm curious to see where it goes. but, y know, it's up to these sort of revolutionary new filmmakers andpeople cominup with new conpts and ide and that's what we're constany waiting for. but also it is a business at the end of the day and studios wil not finance certain projects. i mean, they'll take lowrisk with low budget films and say "okay, this is a dar piece of material tt not many people will go e.

here's aew million doars, go make that." >> rose: we kno that the ceiling it can reach is $30 miion, $40 million. >> but maybe we'll getn oscar buzz a more people willee it we'll make more mone, get a little prestige. but i feel like i' seen less and ss of those sort of bigg buet films that actually have a tremendous amount of depth dissipate. that's what i've seen, anyway. >> rose: has actg turned out to be all tt uppe it to be? >> um, it's incredible. it's incredible. you know, i... i never knew that i could do it a a career. i never knew... it wa theirst memory that i ha, it was the first thing i could think of is ying "i want to ben actor" to my parents and if i hn't lived in los angeleand been in such close proximity to sor of the mecca of movie makin if i didn't havearents that said "okay, with eel drive you to audions sh..." we didn't have th

ecomic means to move camp from idaho to los angeles because some snotty 10-year-o kid says "i want toe an actor." after school i got goon auditis. i've said this befor i felt like an elite group ofpeople d i felt li i would never belong to them. so once i got the opportunity to foexample, get t movie "this boy's life" with robert de niro i said wow now i'm able to... i mighbe able to steer t cose of my career. i might able to have a caer similar tohese guys tha i'm... i so aire. and th i kne at 15 years old was the biggt gift in the world and that's never left . ve never... that thit or that hunger for wanting to give one great performae that i'm try satisfied with or being oneovie that i said "i love this film" is something tt i don't kn will ever be quench. i don't know. and i think that's a good thing because it keeps pushing you, you know?

you're constantlyissatisfied, other words. >>ose: have you found it yet? in other words, you have to live with the ea that it's not quite what i dam ofdoing. not acting but findi that performae, that character, that story. in otherords, you won't keep aching for it if you think you found it. >> well, it's only in hind sight really. i mean, y can't really apeciate anything you'veever done or any mov youe ever been in for a mimum fiveyears becausyou're so attachedo what it was like making th movie that you can't look at from a sjective... from a different perspeive. so i don't kw. you know, don't know. but i know that i still have th desir to make great moes. >> rose: you know, you are sitting here because you had parents who lived in.a. who were willingo make some sacrifice whcared about you having a chae toursue your dreams. but if you had grown up somewhere else with different nd of parents you might not sittg here as leo dicapr,

one of the rld's best-known actorsright? >> that and a combinati with the fact that you he that one lucky mome. and that you can't dcount. i mean, no maer... i don't care what anydy says. whethesomebody has talen or not, if you don't gethat one opportunity an you're not ere at the rht time to seize it and you dn't go for it, none of it would happen. i wod not have the career i would have rightowhatsoever i dot think. it's all about a showcase or that abili to do that on thinthat sayso.k., now we'll allow you to do more movies. th's it. >> rose: w that "titanic" something else? >> i think that waseither "this boy's life"r "gilbert grape." >> rose: yeah, "gilbert grape, right." >> i would hav bee very, vy happy continug doing televisionork. i woulhave loved it. you know? i woulhave been doing commerals and sitcoms. it would havbeen fine. i mean doing some thear. i was ecstatic to be an act

period. i s finally saying wow, is... i can do this for a living, i don't need to have some othervocation and do this on the side. and that,ou know, growing up in this industry i know what very special gift th is because there's a lot of pple that wou love to be workg actors and unfortunaly aren't. and that's the bottom line for me, what i'm most happyith. this is all the... all this is the whipped cream a the walns and the erry on the cake. being ab tohoose your roles, all thistuff is like beyond. it really is. >> rose: buthen "gilbert grape" happened, did you see it his is my opportunity? this is my opti. i ve to be there for this because this could mak the difference in theorld" or did you simply say"man, this is a great role,'m going toive it all i have." >> it funny you bring that up because i... you know, i d't want tdo anybig sob story about how i gre up andhe financial background that i had. but toinally have an opportity after "this boy's

life" th first moviethat i did, there was another movie wherein i got offered more money than i could he ever imaned d i was about to y yes to it. but there was actually mething... and i'm kind of surprised in hindsight oking back as a 1, 17-year-old sayg, wait a minute, this the's the this role here that is sutantially less money but i knew-- and that all came from having watched this... the eat movies in the past, that i knew i wted to strive for dog something better. ani don't know where that came from. it's reall weird. because should have taken that other role, y know what i mean? but i had these nearos. i really had these heroes that i ew did certain types of movies. >> rose: who were thosheroes? >> oh, go, i mea, you know, i remember watching, of coue, james dean aa you child saying... i mean as a 12, 13-year-old, mitchum, of cours, deniro, of cours, hoffman.

i mean, all these ys. i mean endlessly watching their films. monty clift, of cose. brando, all these guys. >> rose: they all had somethin.. there is aline the, though, that goes through all of them. i mean, it's part... sort o clear talent, b is also sort of there was a kind of outlaw about all ofhem. thers a kind of sort of rebellion about all o them, mitchum clearly. dean clearly. brando tale, rebellion, outlaw theris a certain...he people who apal to you the mos have a certain... >> outsider quality. >> rose: yh. do you think ofhat. >> i'm a bitof a roguemyself. rose: (laughs) i see what you mean. >> you know who the first one was, i think? i think cagney. i think really cagney. i remember watchin "blic enemy"ith scoese, actually. he was scrning it for one of the films that w did and said

"wow." mean, eve predating bran, th was a guy that came o screen and just... you know, threw all the rules out the window. i me, "public enemy" was unbelievable he just lit up the screen and he was violent, terrifyg, he was scary. and he was... and he was, i think, the firstn that lineage of that sort of actos studio, en pre-dating brando, i think. >> you mentioned mart and being... showing films and the idea... within of the things that hope to d here- and he ani have talked about this-- iso makeore people beneficiary ofhis man's passion for movies a what he can show you and believes in. i have thatame passion becausi have never, ever, n film historian, no onehat works at any museum, no cema genius that iver haveet tha compares passionise and knowdge wise to martin scorsese. i me, the man is... i d't

want to us the word obsessed, but he's consumed and lives and eathes cinema everyday of his life and erything is a. in his life is aeference to film. i mean, he oks atife through differt eyes. i mean he's emotially coected to movie th all comes from his childhood, of cour. >> rose: becau of asthma or something? he had to si in theater and watch movies, it was the only thing heould do. it was infused in his d.n.a. unli anyone i have er met. so i aee with you on that. i think that... and has. i mean, he's de somepretty fantasticocumentariesa journey throug itaan cinema." and he's done th. it's about people, i think, reacng out and, you know trying to tap into that knowledge becausit's pretty extensive. he's offered it.

>>. >>. >>ose: brad pitt and director davifincher is here. >> tell mehe's all right! no! no! >>nd the eighth and final rule this is your first night at fight club, you have to fight. >> rose: and n for sometng completelyifferent. re's the trailer for "the curious kate of benjamin button." >> promis me. u never know whs coming for you. >> what inod's name? >> he's not a newborn but he's a man ll in his 80s well on his way to therave. >> he died? >> looks jt like my ex-husband. >> my name is benjamin, benjamin button. >> how old are you? >> seve but i ok a lot older. >> god bless you. he's seven.

>> benjamin! this is my granddaughte daisy. >> are you ck? >>hey said i was going tie soon, but maybe not. >> you got yoursea legs about you, man? >> i think. he gave me the willies. that is not for me. >> benmin, come on! okay. >> benjam! where you going? >> offo sea. i'll send you a postcard. >> write me a postrd from everywhere. >> y haven't been with many women, have you? >> well, i'm not dressed. >> oh, you look splendid just as you ar >> anybody doesn'tant too war, now's the time to say so. >> fella >> queenie, it's nny thing

comingome. >> oh, mercy! >> you realized what's changed. benjamin, it's you. >> is mebody lookingor me? benjamin! what are y doing here? >> i' hereo sweep you off your feet or something. >> this is my lif >> w are almost the same age. 're meeting in the middle. i was anying hnothing lasts. wh a shame that is. >> some things last. >> good night, daisy. >> good night,enjamin. >> rose: i am plsed to have brad pitt and david fincher here to talabout not only this film but this rather remarkable relatiship. tell me wh it's about. tell me who is benjamin button? >> he is a m who's... a child

who's bo old and ages backwas. so he's expericing... well, he's experiencing life a we do it, but hisody is running backwas. >> rose: so he's looking life in very different w. defined by the people that die around him. and defined by what he's learning. >> yeah. he has a very odd upinging. he's left the dootep of a old folk home. and he's ken in. and he's raisedand nurtured amgst people who he's... although diminutive,e looks like he's sortof lost the needlen the hatack of the octogenarians. ande experiences li in ry transitory way. mean, the relationships that he has where people are mong through his sphere of expernce

and then they disappe and most of theare buried. st of the people are buried in this mov. but the notion w here's a guy who's going to experienc life through that last final chapter where we start to lo frien. >> re: as he's getting younger all these pele are dng. >> yeah. yeah. and not the lonelinesof that, but the gal vanizing effect of that >> rose: andhat's the lo story? >> well, the love story works as all the people come in and out of his le and he in theirs reectively. always describ it a t people who... u think of all thpeople in your life who'v de dents, whoe left an impression along the way and inevitably... i mean, the thing about loves what follows that is loss, that's the tradeo. and the greate the love, t greater the loss. and it the big inevitable tt

we all have to deal with in some way, rightp to death. and so sheis that perso who has the bigge impreion on him through ma stages of his life and he for her. but what find most. what i appreciate most about it is that there's aeal acctance of th that things must end and a real mature a beautiful take on it. >> rose: is this the kind o movie you likeo make? >> i mean, i like the scale and scope it. i like that it's.ertainly it seems in these last years there's been so much focu on our differences. there's been so much...ou know it's been a divisive time. and when the tth of it is, we're probably all 95% the sa the sense that weant opportunity and freedom a love for our family and we don'tant

to die. and ts film focuses on these iversal themes that are tru r all of us. acss the world. and i... i appreate that. >> rose: is there something about you and kate that wow work well together? >> well, i just have great respect for cate. i mean, any of theguys wil tellou she's bee elevang ou performances for some time. >> rose: (laughs that right? if you play th her, you'll be better? >> she's going to up ourtocks. >> re: what does sheave? >> she's just got a... well, st, i say just she's got an incredible gce an elegance toer a a very bright mind. and r interpretatio of scenes are... i find quite sharp. d s's got the... also the manns of a trucker. so she'sgood fun. >> ros so you can dea with her. soou don't have to be sensitive and... >> oh, no, get rht in the gutt with her. >> rose: you can go right in

there w her. i have read somewhere at the better actors the better your performance. that m not be te for everybody but it'srue for you. theyring your game to ahere level? >> yeah, se. a bad tennisanalogy, but you're hiing back and forth. >> rose: ifhey hit the ball back to you well the chances to ing out your best strokes better. >> yeah. >>ose: what's the relatnship tween these two character, days swhi goeso new york to become a ballet dancer. she comes back bause she's in a rrible accident... i don't want to give ay too much. >> no. (laughter) >> rose: b she comes back. give me a sense of how u saw this relationship which is love partnd the death par. >> i saw it as just.. again, that... athis point theve

both gone on with their lives and that that wasokay. whatever spe the thing was going to te was ay. >> they were open towhatever. >> that's th way iaw it. and e fact that ty did this reprieve or this... a different age, this shot togeth was... was nothing but a gift but there's alwayshat ing that's hacking tha... >> rose: it's going to end. >> yeah, but not to so anytng or make melancholy, it's just back to what we wer talking about before. keep those moments, take those monts. >> rose: is one orhe otherwiserbout this? >> is ually the woman isn't it? >> always. >> thas what theytell me. >> rose: i tellou what you have here, you have w orleans. a place that you know andove d care about. >> very much. >> rose: with was that youidea or did that come from eric. >> no,t was originallset in baltimore. >> rose: fitzgerald.

>> before katrina came up, they were offerin big tax incentives. and suddenly when that convsation came up, it complely changed the film. it wa like another character to the thin it completely colored. you know, new orlean is. has... is palpab sense of magic and mystery and deathand it... placi it there immediatel.. >> there's is pit tina, the filigr. >> rose: it's everything, color music, everything. >> and there's so much mus. >> re: and the archicture. >>nd the architecture isery ecific. now speak specifically to... y kn, i had been protectg the short stor and we have to d what fiterald wanted and it was a production calendar that ovr proffered this idea through louisiana and sent a location scout downhere mostly

because like here won't be ything there." but the piures came back and i was showing them to eric roth and he was like "this is beautiful, ts is amazing." >> rose: were yo promoting this idea at the time? >>h, no. this is before the levybreak. but i certainly.... >> rose: before your involvent in iat all. >> i'd already spent time ther anloved the place. d a great loveor i i was a proponent of e move, certainly. >> rose: how are things goi down there we'll come back to e movie a second. >> truthfully, it'sismal. be frank, it's stupid. it's rlly spid. >> ros and who's sponsible for being stupid? >> i thi there's a... listen those... peopl think that katrina was about a hurricane and that's what you get for living on the cot. that w a levee failure, that was a man made proem and thousands of people died and are ntinuing to dind they really don't have a clear road home. they're given... they're centivized to come home b

given a bighunk of money but not enough to build safely, which is a key issue because ose levees are still a problem. there was just clea diction. no one sai "we want to move new leans" and no one said "okay, we're going to bring yo back right." no one made a pn either way. >> rose: who should he? >> well, i believe there's a government of responsibility here at all levels. federa.... >> rose: sta and local. >> yeah, absolutely. but, listen, i ao have to say that there's some uncredible movements going on a there's a lot of great wor going on and there's a grea spirit and great fight. bui just thinkt's... it's still... jus absolutely... ridicuus. that we couldn't get that thing together. >> rose: you told last time you were her that you were thinki about six to nine kids. what's the new number? >> well, we're at six nownd we've gothe... like the mcdonald's scoboard outside

our house and we're keing track th way. >> rose:six and counting. >> yeah. you know, st... it's... i try talk about it and i always fall sho. it's justhe greatest endeavor i've taken on. it's theost rarding and the most painful andhe biggest love've ever had. and we are vy fortunateo have the means to also... to widen our home to allow...to give someone els.. to give some gat kids a greathome. d we don't e any nd... we don't... can't find reason why we shod stop. so it will probably grow. >> rose: (lahs) about a dozen maybe. >> i don't know. probably not. probably not becausat some pointwe will want to sleep again. >> rose: but you like being a ther. >> i lo being a father. do. >>ose: what is it you like mostbout i am i kind of like oprah or... this is where i always fail.

>> don't ask him aut his tattoos. >> rose: i don't know about tattoos. >> i alway fail. but it's... i just... i love them so much it's my one. the onl thing now that c hurt me is that, you know, if something happens to them. it's that.... >> re: >> somethi will happen to them. they'll bome teenagers. >> rose: t most authtic thing your life? >>nd it's the greatest.. ty teach me so much and injoy teaching them and i just... i just... i just find it very warding. >> rose:id anything come out of this film that made y think about your life and... iean, i'm talkg about now, you know, time with kids and jus the whole idea of what ling is about. becausyou have an opportunity...o do pretty much at you want. >> very much. we start... iad beg filming and was abou.. it was around the time when angie's

mother die. and it was just a bit unexpected. and gen... going through that moment, that period with angie and her brother andhen dealing with the subject matter we're dealing with which i that,ou ow, that there is an end to all of this a it scare the hellut of me. but it just... we don't... we do not fight. i mean, we' have our flare-ups but wh occurred to me was that man, you know, i care for this person very much i respect this person, i'm not going to... there wi be a day when i will not get to see this person anymore. whether it'some kind of split or whether it's death. and i'm not... i do notant to waste timeeing ang at this pers because that's not my... th's not really ho i feel. and since then, iust... it just eporates.

and... am i making.... >> rose: noyou are, very muc very much. and it'sven powerful. what'snteresting is about it is some pele come to thi but they onlcome to it after sothing terrible happensto th. i an, you hav gotteno this point in some very interesting evolutn. maybe the deatof her mother or maybe making a movie th has to do with... or other movies that have to with lifend death and children. >> it's all that. it's all that and i just don't want to... don't want to miss a mome. >> re: can you ke an argunt one way or the other that because nowll of this love tt sort of part of you now, understanng that you bett make the most of it because you never know a you've got theids which have added souch,oes it affect your creivity and you art? >> yea i thinkso. you know, it's a... it's less important and it's more important simultaneous. it less imptant as far as

the... any kind o worry or... worry about how you come out o . it's more important becae it's going to mea something to tm at some point, hopefully. and i n't help but think they'll sethis and see their faer at this particular time and how nice gift that is to be able guf my kids in some way. so i want to make sure that i do give them something >> ro: you want them on location with you? >> yeah. by law we keep everyone together. >> rose: a lawetween you and angie? >> yeah. >> rose: the law is the mily do not split bause one o the other is goingo make a movie? >> n, no. family first. and we'll alternate js accordgly so someone is always withhe kids. >> rose:ou really want to work together again? >> yeah, i have ideas fostuff that i boue off him and he says.... >> rose: wait, you first call... when youee a project tt you think is rightor him is to call him? >> not necsarily, if it fits. >> rose: thas what i mean by right for you. for e piece.

>> it's different, i'm looking for author of the piece, whh is the director. i come ito fill in my bit. so it different. ll throw everything at the wall syou can grab somhing. i don't think you've... you' always brought everything, haven'you? >> yh. >>ose: i don't think you've takeanything that i've sent you. (laughter) >> wch is not to say that it wa't good. >> rose:hat does that sa to you? >> i'm just realizing that it's more portant, too, as you get older just t work with peoplehat you appreciate. >> rose: absolutely. >> because ion't want to waste time >> rose: at somepoint you. you ach an age which u say i don't want t waste any time." >> no. because even i... i think abo, well, am i past the halfway point? i'm 44ow. i probablym. do i have a year left? do have ten? i have 20?

i've started to thi this way so can only imaginet's gng toet woe. >> i cannly guaraee you it's going to get worse. can you imagine h i think about that? but you can only hope that, as it did for me, it jus gets bett and better and better. >> well, that's proven true. if you're following the life you want to lead. i think so. >> rose: and you find the world getting more interesng and more exciting. >> yeah, that i. that thing makes me sad. i do fin it so interesting that i'm nogoing to be here in a hured years to see thehape of t world. where are, where wee at, how far we' progressed as a civilizaon. i would really like to know. >> rose: me too. >> rose: george clooney is here. he is, as you know, writer, a produceran actor, a dector, an activistnd a friend of this program. u know his films "oh, other, where art thou "good nighand good luck" d

the "oceans" trilogy. here is some of that work. sfot note i am a man of constant sorrow..♪ >> it's lik seeing someone for the first time, like you're going b passing them on the street and you look at each other and for few secds there's this kind of a recognition like you both know something and the next moment the person is gone and it's too lateo do anything aut it. and you always remember because it was the and youlet it gond you think to yourse, at if i had stopp? what if i had sai something? what i.. because the house always wins. play long ough, you ver chan the stakes, the house takes you. unless when that perfect hand cos along, you bet big and then you take thehouse.

>> you'd bee practicin that speech haven you? >> a little bit, did i rush it? >> n it was good, i ked it. >> we're going with the story that the u.s. airforce tried m without one shred of evidence a found him guilty of being a securitrisk. >> and you who also have not en the evidence are claiming he's notsecurity risk. wodn't you guess that the people who hav seen the contents o that envelope might ve bet a better idea of what makes somee a danger tois couny. >>ho? who are these people, sir. >> should it juste youho dedes? >> who a the people? don't you knowho i am? i'm a fixer. i'm a bag man. i shoplift house wiv to bent congressmen and u're boeing to ki me? whato you, kan, lay it on me? youant a carry permit? you want a ads up o an insidetrading subpoena? i sold out arthur for 80 grand and a three-year ntract and you'reoing to kill me? >> rose: the last cp was fm hi oscar nominatederformance

"michael clayton." the latest film is "leathe heads." here's a sce from leather heads. >> what sition did you play in high school? >> kicker. >> kicker? >> what' the best position? >> math teacher. >> saddle . >> ros i am pleased t have him back at this tab. "leatherads." it is described as v.o.a. view ll comedy. >> that's right. >> rose:hat is a screwball comedy? >> it's a comedy where people...

oh,ky ranteally say that. screw. >> rose: screw up. >> screw up. this script has been arounfor long time and for me it was about... you kw, i'd done so ny... i was doing all these films aneverything that they were sending m was iortant and heavy and had issues. >> rose: this is right aer "sian that." >> "syriana" an "good night d good luck" and "michael clayton." all ofhem felt heavy handed and as a director, a filmmaker, i wanted to say "listen, i don't want to be an issues guy, i want to direct and do all kinds of genres" and is one seemed fun and funny and light and very differen new hampshire isou did the casting? >> uh-huh. >> rose: renee you thought was. she was a perfect choice. ren ne is... she's... an iack las actress, shecan do anything. but she also has this thing tha yocan't act. shcan fit in period piece

anmost actors feel contemrary. that's something you can't really... you n oy cast, you can't get them to act. >> a you in love with period pieces? >> i didn't think i was til somebody brought it up. >> rose: i thinkkaren james "he's decided to work his way through each decade." >> iidn't even ink about it and then rlized i pbably am. i know i hava betr... a better... i think better of t times thanhey probably were, yoknow? i'm sure.... >> rose: the goodld days might not have been grea exactly. but i doave a... there's a fondness in sry telli for that kind of... it's easier to placthings in the past. >> rose: there's a storyhat yo actually go up one night and decided that the philadphia story had some application to this. and that th would be the sort of connectiveissue for the story you wanted to tell so you hit the typewriter or y hit the computernd 41 pages later you had a new ript. >>ou know whatt was was

first of a i think evy romant comedy basally you start with "the philadelphia story." t what y learned was the were some trks to it. you had to be very careful with the johnharacter, the other guy. you can't make him just the guy that gets pien his face. >> rose: ts is mr. perfect who turns out to have a flaw. >> but you can't make those flaws lethal. you have to ma him a go tch. there has be a good combination for everyby. and ifhe ended up with him, that'd be okay. up? ishat primaly casting or script? both. you can't cast...you can't act likability and john has.... rose: you can't act likability you either he it... >> period. it that simple. pele... and it is a funny thing out star quality. you can look atomebody ando "that's the be looking pers i've ever seen inmy life, ey're going to be a bi star." and they aren't. i don't know why. i've seen people in acting class so of the bestctors i've ever worked with we in an

acting class tt never made it t of that class. >> rose:ow much do you think your sense o humor is part of your appeal? >> i don't know. you know.... >> rose: that you don't take it altoo siously yetou preciate fame, for ample. you said to me or i readonce that you said that the last thinanybody wants to hear-- and iouldn't agreewith this more--ome lebrity says.... rose: whining about fame. oh, fame is so teible. >> it's a fun thing. even whethere were things that are a dg-- and there are things that are a drag, you can't complain abo them because i literally... i cut tobaccfor a living and i sol shoes in a department ore. >> rose: in northarolina we call tha priming tobacco. >> primingobacco. cutting,opping, chopping. and the last thing i would have waed to do was turn on the t and see meone who's wealthy living in a house in italy talking out how miserable their lifes. >> rose: (laughs) exactly. >> i would have snapped. rose: oh, fame is awf,'m working so hard and people bother me althe time and i

can't go anywhere. >> terrible. >> rose: fine, we'l take it away from yo >> backpacking myay through the four seasons in france. >> re: (laughs) all right, where is the dector this scene? >> unfortunately, he's getting punched in the fe. >>ose: what do youo? you sortf set the sne up and then you know where your mker is. >> well,ou prepare months and months in advance. literally, y block everything out, you draw o little cartoons, basicly, of every single shot so thatyou know. sohat you can plant out. you can puthe camera where y want. anthen you've got to get in the scene and try to pretend that you're not paying attention to the oer actors' performance as opposed to just. as an actor you're suppod to just get in it. if it's you and i we would jt t it out and hopefully not me judgin you or hav theamera gettin in too clo. >>ose: you can't play two roles at theame time. >> you have to let go of one and

ok at a monitor. i was thinking abouthow someone likeor son wells would have don without play back. >> so doesn't know what he ju did. >> just makes him evenmore brilliant. >> rose: when didou first start thking about being a direor? >> you know,t was when was doing. i was back years and years ago ing sitcoms and a bipart of doing a sitcom-- which is fun-- that all the actors participate in the writing. and they all sort of fix problems in the script and they sit around theable and they get upnd they sort of work it out and youlock it. and in sitcoms you do threeand ybe even sometimesour days rehearsal and you're wking wi a directorike you dough in theate and from that point on i always felt like would be fun to be able to me up with the ide and ve a little more control. >> rose: did you do any esodes of "e.r."? >> none a all. the first thing directed was "conssions." >> re: it was a good movie, didn't do th well, but it was a great movie. i'm really proud of the film.

>> rose: what' the first thing yohave learned? who has helped you orhat helps you get better? >> well, you kn, i don't ow that y get better, i think you get.... >> rose: you don't kw that you get better? >> i don know that you do. i thinthat you get. if you look at e history of people who make films they hav cycles inheir career with they make great films and cycs where they don't. >> rose: and not necsarily the lastilm theyake. and the last film they make is usually not the best film inact, it would beery hard pressed to find any director who at the end of their career is making fm it is way they are in the beginning. >> rose: clint eastwood. >> clint eastwood, sure, absolutely. >> rose: here he'she exceptio >> but you couldind a lot directors tt they say that doesn't necessarily workith. so your trick i feel liking to keep wking. to continually keep looking. and be interested in things. as long as you're interested in th and somebody ges you the money to do it, then it. and the minu that theyon't, you go awa

>> re: tell me ve directors... pick one at you've never met that you would always... that you wish you coulnow have a conversatio aboudirecting with. would it beomebody like bil wilder? would it be meone like... billwilder would be great for this one. >> billy wilder would be great for this. here's a nny one, george stevens. because, you kno you watch "the me the merrier" before the war, the stuff he st before the war, some the best romantic cedies you'll ever see in your life. then hgoes off and he shoo footage for e war and he comes back.... >> rose: incolor. in color. i sa amazing, azing footage and then he comes back and it's "a place i the sun" and "git" anthings like that. i thisthat might be... i'd like to talk to a director that was that good a handling... joe anden this than can do do that. >> rose: nowthere's somebody who just made that best movie. >> every film they make love.

>> ros it seems to get betr. >> i think aolute spli. >> ty're still very young. but they'l makene... >> well, you know, rtainly they'll make a movie that'sot good as "no country for old men." >> rose: well i've jt made a filmith them. >> rose: what d you make? >> it's cled "burn after readin with joel and ethan. it'srancis mcdormand and bra tt and tilda swinn. >> rose: brad pitt? >> john malkovich. it's a funny, fun cast. >> rose: when do you direct again? >> probably th beginningf this next year, the end of this ye, the binning of th year. >> rose: what'st going to be? >> there's a play that's almos that's being written 's almost finished that it's just beautiful wrien about... it's sort ofbout an eltion process. it feels like "the candidate" a little bit. >>rose: you're "the candidate" or a you just going to direct?

>> i'm going to direct one. i just want to sy out of it >>ose: well "qu show" you did both, dn't you? >> "confessions" yo mean? >> rose: what did y direct after "confessis." >> "od night and good luck." >>ose: >> i did a television show called ucript and it's about acrs and what they really go through in ting to get a job. not thstuff you see on t.v., but the actual sort o process and itas mostly improvise withhese nderful actors and we just h digital cameras a wehot it and it wa so exciting to be...to do the thingshat were completely structured that that informed how to shoot "good night and good luck. o it's always a ion't know stanmovement forward. >> rose: but when you're on the set as a actor whether it's michael ayton, are you thinng about the director and wahing the director an are you saying... >> oh, yeah. watch... the otheright i was

tching the fm"la vie ense" she won the academy award for it. and i w a coue of things that the guy did in t movie and i walike"that's a really good move. you see hmm and u think "that's a good thingto pay attentn to" oro steal, think. but you know don't spend time in my trailer on t se >> rose: why am i t surprised? (laughs) because i tryo stay out of trailers. but, you know, i really like sets and when you're struggling as an actor, to get to a place where you can actually workn a set, to get jobs, then thefirst thing you do is you.... >> rose: do go into a trailer. >> sets are excitingto me. so i'd sy on sets and watch and be around serbergh and the cohens and the people when they're making fms and that's really fun.